Subject to the matters set out below the organisation and its property shall be administered and managed in accordance with this constitution by the members of the organisation and between meetings by the Executive Committee, constituted by clause G of this constitution (“the Executive Committee”).

C Objectives

1. to promote a favourable business climate

2. to represent the interests of our members

3. to provide services for the benefit of members

4. to promote the area to businesses of all types

5. to encourage the highest quality of service in local business

6. to promote Cardigan and it’s surrounding area to potential customers

7. to engage in any activity which further the above interests

D Powers

In furtherance of the objectives but not otherwise the Membership and the Executive Committee may exercise the following powers:

(i) power to raise funds and to invite and receive contributions.

(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Organisation;

(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Organisation with repayment of the money so borrowed;

(v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions for staff and their dependants:

(vi) power to co-operate with charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them;

(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;

(ix) power to do all such other lawful things as are necessary for the achievement of the objects;

E Membership

(i) Membership of the Organisation shall be open to any business or person over the age of 18 years who is in business or hold a position of authority within a business and who has paid the annual subscription set from time to time by the organisation. The members reserve the right to refuse membership of the organisation at their sole discretion.

(ii) Every member business shall have one vote at an annual general meeting and at regular meetings of the organisation.

F Honorary Officers

At the annual general meeting of the Organisation the members shall elect from amongst themselves a chairman, a vice-chairman, a secretary, and a treasurer, who shall hold office from the conclusion of that meeting. The terms Chairman/Vice –Chairman are generic and do not in any way imply gender.

G Executive Committee

(i) The membership shall appoint an Executive Committee in order to transact business between meetings. The Committee shall consist of not less than 4 members and not more than 8 members being:-

a) the honorary officers specified in the preceding clause;

b) up to 4 members elected at the annual general meeting who shall hold office from the conclusion of that meeting;

(ii) The Executive Committee may in addition appoint not more than 2 co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under Clause J and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.

(iii) All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.

(iv) To ensure a flow of fresh ideas, no Chairman of the organisation can serve in that office for more than two consecutive terms, although they may be re-elected to the executive committee and may be eligible to stand again for the Chair following a break of at least two years. (the two year rule)

(v) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

(vi) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.

(vii) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act solely in the interests of the Organisation.

(viii) The executive committee may transact their business either in person or by voting by electronic mail to ensure swift and efficient running of the organisation.

H Determination of Membership of Executive Committee

A member of the Executive Committee shall cease to hold office if he or she:

(i) is disqualified from acting as a member of the Executive Committee by virtue of the following:

a) holds any paid office or employment to which the appointment is made or confirmed by the organisation

b) has been adjudged bankrupt. (note: this disqualification ceases if the bankruptcy is annulled, he or she has paid his or her debts in full, or is discharged from bancruptcy)

c) has within five years before or since election been convicted of any act of deception or dishonesty

(ii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs

(iii) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated or

(iii) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

I Members not to be personally interested.

(i) Subject to the provisions of sub-clause (ii) of this clause no member of the organisation shall acquire any property belonging to the organisation (otherwise than as a trustee) or receive remuneration or be interested (otherwise than as a member of Executive Committee) in any contract entered into by the Executive Committee.

(ii) Any member may charge and be paid all the usual professional charges for business done by him or her, or his or her firm, when instructed by the other members to act in a professional capacity on behalf of the Organisation. Provided that at no time shall a majority of the members benefit under this provision and that a member of the organisation shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

J Meetings and proceedings of the Members

(i) The Members shall hold regular monthly meetings where possible and at least 6 ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 3 days notice being given to the other members, of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 14 days notice must be given.

(ii) The chairman shall act as chairman at meetings of the organisation. If both the chairman and the vice-chairman is absent from any meeting, the members shall choose a chairman of the meeting before any other business is transacted.

(iii) There shall be a quorum when at least 8 of the members of the organisation for the time being are present at a meeting.

(iv) Every matter shall be determined by a majority of votes of the members present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

(v) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

(vi) The Executive Committee may appoint one or more sub-committees consisting of one or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by sub¬committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to and ratified by the Executive Committee or the full membership.

K Receipts and expenditure

(i) The funds of the Organisation, including all donations, contributions and bequests shall be paid into an account operated by the Executive Committee in the name of the Organisation at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.

(ii) The funds belonging to the Organisation shall be applied only in furthering the objectives of the organisation and the payment of reasonable and properly incurred expenses, which have been approved by the membership.

L Property

(i) Subject to the provisions of sub-clause, the Executive Committee shall cause the title to:

a) all land held by or in trust for the Organisation and ;

b) all investments held by or on behalf of the Organisation;

to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.

(ii) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Organisation, the Executive Committee may permit any investments held by or in trust for the Organisation to be held in the name of a clearing name, trust corporation or any stock broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock broking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

M Accounts and Minutes

The Executive Committee shall undertake:

(i) the keeping of accounting records for the Organisation;

(ii) the keeping of proper minutes of ALL meetings of the organisation;

(ii) the preparation of annual statements of accounts for the Organisation;

(iii) the independent examination of the statements of account of the Organisation;

N Annual Report

The Executive Committee shall prepare an annual report for the annual general meeting.

O Annual General Meeting

(i) The first meeting of the organisation shall be the first Annual General Meeting. Thereafter there shall be an annual general meeting of the organisation which shall be held in the month of February in each year or as soon as practicable thereafter.

(ii) Every subsequent annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the organisation. All paid up members of the organisation shall be entitled to attend and vote at the meeting.

(iii) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of all subsequent meetings of the organisation until the next annual general meeting, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.

(iii) The Executive Committee shall present to each annual general meeting the report and accounts of the Organisation for the preceding year.

(iv) The Quorum for the second and all subsequent Annual General Meetings and Extraordinary General Meetings shall be 10 members or 25% of the membership at the time, whichever is the greater. In the event that a quorum is not achieved then the Chairman shall re-convene the meeting within one calendar month.

(v) Nominations for election to the Executive Committee must be made by paid up members of the Organisation. Should nominations exceed vacancies, election shall be by show of hands or by ballot if requested by the candidates.

P Extraordinary General Meetings

The Executive Committee may call an extraordinary general meeting of the Organisation at any time. At least 21 days notice must be given. The notice must state the business to be discussed.

R Notices

Any notice required to be served on any member of the Organisation shall be served by the secretary or the Executive Committee and published in the local newspaper or by delivered by mail, or electronic mail, or in person.

S Alterations to the Constitution

The Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution.

T Dissolution

If the Membership and the Executive Committee decides that it is necessary or advisable to dissolve the Organisation it shall call a general meeting, of which not less than 21 days notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Organisation. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Organisation as the members of the Organisation may determine or failing that shall be applied for some other similar purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Organisation must be sent to the Town Council and all current paid up members.

This constitution was adopted on the 18th January, 2011 at the Annual General Meeting _